Purchaser Registration Statement definition

Purchaser Registration Statement is defined in Section 5.7(b).
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Purchaser Registration Statement means the Registration Statement on Form F-1 the Company shall be obligated to file, as contemplated by Section 4.12 to register for resale the Securities.
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Purchaser Registration Statement has the meaning specified in Section 2.7.
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Examples of Purchaser Registration Statement in a sentence

  • The Company shall use commercially reasonable efforts to cause the Purchaser Registration Statement to be declared effective by the SEC as soon as practicable.

  • The Company shall file with the Securities and Exchange Commission (the "SEC"), within 90 days following the Closing (as defined in the Purchase Agreement), a registration statement on Form S-3 covering the resale to the public by the Purchaser of the Shares (the "Purchaser Registration Statement").

  • The Company shall cause the Purchaser Registration Statement to remain effective until the date one year after the date of the Closing (the "Closing Date") or such earlier time as all of the Shares covered by the Purchaser Registration Statement have been sold pursuant thereto.

  • Such Purchaser is acquiring the Securities as principal for its own account and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities (this representation and warranty not limiting such Purchaser’s right to sell the Securities pursuant to the Purchaser Registration Statement or otherwise in compliance with applicable federal and state securities laws).

  • The Company shall file a registration statement to register the Underlying Shares (“Purchaser Registration Statement”) as soon as practicable after the Initial Closing Date, (the “Filing Date”) and shall take all reasonable steps to ensure that the Purchaser Registration Statement is declared effective by the Commission within 180 days following the Initial Closing Date (the “Registration Date”).

  • In each case as of the effective date of the Purchaser Registration Statement: (i) all stock option plans and material contracts of Purchaser required to be included as exhibits to the Purchaser Registration Statement under Item 601(b)(10) of Regulation S-K promulgated by the SEC were so included, and (ii) all transactions involving Purchaser required to be disclosed in the Purchaser Registration Statement under Item 404 of Regulation S-K promulgated by the SEC were so disclosed.

  • For so long as Purchasers hold Preferred Shares, the Company will not sell or issue or attempt to register any securities under the Purchaser Registration Statement in any amount or manner that would prevent or restrict the availability of the Purchaser Registration Statement to cover the issuance of Underlying Shares upon conversion of the Preferred Shares and the exercise of the Warrants.

  • The amount of any payment by the Purchaser under this Section 5 in respect of any Losses resulting from or arising out of any indemnification or contribution claim shall in no event exceed the gross proceeds to such Purchaser as a result of the sale of the Shares pursuant to the Purchaser Registration Statement.

  • Notwithstanding anything contained herein to the contrary and for the avoidance of doubt, the parties hereto acknowledge that (a) the Company has granted registration rights to other purchasers with respect its Common Stock, and (b) any Purchaser Registration Statement prepared, filed and made effective under Section 3 may also cover the resale of such other securities as well as any securities held by other security holders which the Company has an obligation to register.

  • The Purchaser covenants and agrees that it will comply with the prospectus delivery requirements of the Securities Act as applicable to it in connection with sales of Registrable Securities pursuant to the Purchaser Registration Statement.


More Definitions of Purchaser Registration Statement

Purchaser Registration Statement means the Purchaser Registration Statements required to be filed under Section 2, including (in each case) the Prospectus, amendments and supplements to such registration statement or Prospectus, including pre- and post-effective amendments, all exhibits thereto, and all material incorporated by reference or deemed to be incorporated by reference in such registration statement.
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Related to Purchaser Registration Statement

  • Merger Registration Statement means the registration statement, together with all amendments, filed with the SEC under the Securities Act for the purpose of registering shares of NYB Common Stock to be offered to holders of Synergy Common Stock in connection with the Merger.

  • Form S-4 Registration Statement means the registration statement on Form S-4 to be filed with the SEC by Parent in connection with issuance of Parent Common Stock in the Merger, as said registration statement may be amended prior to the time it is declared effective by the SEC.

  • New Registration Statement has the meaning set forth in Section 2(a).

  • Rule 462(b) Registration Statement means any registration statement prepared by the Company registering additional Securities, which was filed with the Commission on or prior to the date hereof and became automatically effective pursuant to Rule 462(b) promulgated by the Commission pursuant to the Securities Act.

  • Original Registration Statement. As used in this Agreement, the terms “amendment” or “supplement” when applied to the Registration Statement or the Prospectus shall be deemed to include the filing by the Company with the Commission of any document under the Exchange Act after the date hereof that is or is deemed to be incorporated therein by reference. All references in this Agreement to financial statements and schedules and other information which is “contained,” “included” or “stated” in the Registration Statement or the Prospectus (and all other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date; and all references in this Agreement to amendments or supplements to the Registration Statement or the Prospectus shall be deemed to mean and include, without limitation, the filing of any document under the Exchange Act which is or is deemed to be incorporated by reference in or otherwise deemed under the Securities Act to be a part of or included in the Registration Statement or the Prospectus, as the case may be, as of any specified date. At the time the Registration Statement was or will be originally declared effective and at the time the Company’s most recent annual report on Form 10-K was filed with the Commission, if later, the Company met the then-applicable requirements for use of Form S-3 under the Securities Act. During the Agency Period, each time the Company files an annual report on Form 10-K the Company will meet the then-applicable requirements for use of Form S-3 under the Securities Act.

  • Remainder Registration Statement has the meaning set forth in Section 2(a).

  • Initial Registration Statement means the initial Registration Statement filed pursuant to this Agreement.

  • Additional Registration Statement means a registration statement or registration statements of the Company filed under the 1933 Act covering any Additional Registrable Securities.

  • Company Registration Statement shall have the meaning set forth in Section 3.5(a).

  • Exchange Registration Statement shall have the meaning assigned thereto in Section 2(a) hereof.

  • IPO Registration Statement means the Registration Statement on Form S-1 (File No. 333-196099), as amended, filed by the Partnership with the Commission under the Securities Act to register the offering and sale of the Common Units in the Partnership’s initial public offering of such Common Units to the public.

  • Exchange Offer Registration Statement has the meaning set forth in the Registration Rights Agreement.

  • Special Registration Statement means (i) a registration statement relating to any employee benefit plan or (ii) with respect to any corporate reorganization or transaction under Rule 145 of the Securities Act, any registration statements related to the issuance or resale of securities issued in such a transaction or (iii) a registration related to stock issued upon conversion of debt securities.

  • Underlying Shares Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement, covering among other things the resale of the Underlying Shares and naming the Holder as a "selling stockholder" thereunder.

  • Resale Registration Statement means a registration statement meeting the requirements set forth in the Registration Rights Agreement and covering the resale of the Warrant Shares by each Purchaser as provided for in the Registration Rights Agreement.

  • Demand Registration Statement has the meaning set forth in Section 2.01(a).

  • Piggyback Registration Statement has the meaning set forth in Section 3(a).

  • Subsequent Shelf Registration Statement has the meaning set forth in Section 2(b) hereof.

  • Registration Statement means any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

  • Initial Shelf Registration Statement has the meaning set forth in Section 2(a) hereof.

  • Resale Shelf Registration Statement shall have the meaning given in subsection 2.3.1.

  • Conversion Shares Registration Statement means a registration statement that registers the resale of all Conversion Shares of the Holders, who shall be named as “selling stockholders” therein and meets the requirements of the Registration Rights Agreement.

  • Registration Statements means the Initial Registration Statement and the additional registration statement as proposed to be filed or as proposed to be amended by the post-effective amendment to be filed shortly prior to its Effective Time, and (iii) "Prospectus" shall mean the prospectus included in the Registration Statements.

  • Shelf Registration Statement means the Shelf Registration Statement as defined in the Registration Rights Agreement.

  • Automatic Shelf Registration Statement means an “automatic shelf registration statement” as defined in Rule 405 promulgated under the Securities Act.

  • Book voter registration form means voter registration forms contained in a